This report describes work done as part of a joint Princeton-Johns Hopkins project to look at the impact of mode and intermediate waters in Earth System Models. The Johns Hopkins portion of this work focussed on the role of lateral mixing in ventilating such waters, with important implications for hypoxia, the uptake of anthropogenic carbon, the dynamics of El Nino and carbon pumps. The Johns Hopkins group also collaborated with the Princeton Group to help develop a watermass diagnostics framework.